Chairman & CEO Division of Roles

The Board of Cable & Wireless Worldwide plc has approved the following division of responsibilities between the Chairman and the Chief Executive in accordance with provision A2.1. of the UK Corporate Governance Code.

The following description, whilst setting out a clear division of responsibilities, is not intended to provide a definitive list of their individual responsibilities. It should be noted that the nature of the relationship between Chairman and Chief Executive is invariably more important than the definition of their respective roles. We strongly believe that the relationship needs to be characterised by openness and integrity.

Role of the Chairman

The Chairman is responsible for leadership of the Board. In particular, he will:

Ensure effective operation of the Board and its committees in conformity with the highest standards of corporate governance.
Ensure effective communication with shareholders, host governments and other relevant constituencies and that the views of these groups are understood by the Board.
Set the agenda, style and tone of Board discussions to promote constructive debate and effective decision-making.
Chair the Nomination Committee and build an effective and complementary Board, initiating change and planning succession on Board and Group Executive appointments.
Ensure that all Board committees are properly established, composed and operated.
Ensure comprehensive induction programmes for new directors and updates for all directors as and when necessary.
Support the Chief Executive in the development of strategy and, more broadly, to support and advise the Chief Executive.
Maintain access to senior management as is necessary and useful, but not intrude on the Chief Executive's responsibilities.
Promote effective relationships and communications between non-executive directors and members of the Group Executive Committee.
Ensure that the performance of the Board, its main committees and individual directors is formally evaluated on an annual basis.
Ensure that the flow of information to the Board is accurate, timely and clear.
Establish a harmonious and open relationship with the Chief Executive.

Role of the Chief Executive

The Chief Executive is responsible for leadership of the business and managing it within the authorities delegated by the Board. In particular, he will:

Develop strategy proposals for recommendation to the Board and ensure that agreed strategies are reflected in the business.
Develop annual plans, consistent with agreed strategies, for presentation to the Board for support.
Plan people resourcing to ensure that the Company has the capabilities and resources required to achieve its plans.
Develop an organisational structure and establish processes and systems to ensure the efficient organisation of resources.
Be responsible to the Board for the performance of the business consistent with agreed plans, strategies and policies.
Lead the executive team, including the development of performance contracts and appraisals.
Ensure that financial results, business strategies and, where appropriate, targets and milestones are communicated to the investment community.
Develop and promote effective communication with shareholders and other relevant constituencies.
Ensure that business performance is consistent with the Business Ethics Policy.
Ensure that robust management succession and management development plans are in place and presented to the Board from time to time.
Develop processes and structures to ensure that capital investment proposals are reviewed thoroughly, that associated risks are identified and appropriate steps taken to manage the risks.
Develop and maintain an effective framework of internal controls over risk in relation to all business activities.
Establish a close relationship of trust with the Chairman, reporting key developments to him in a timely manner and seeking advice and support as appropriate.